Cappuccio Paul T Form 4 WARNER MEDIA / PAUL T CAPPUCCIO ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAPPUCCIO PAUL T

(Last) (First) (Middle)

ONE TIME WARNER CENTER

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WARNER MEDIA, LLC [ TWX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, Par Value $.01	06/14/2018		D(1)		150,184	D	(1)	0	D
Common Stock, Par Value $.01	06/14/2018		J(1)		307	D	(1)	0	I	By Savings Plan(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	$25.81	06/14/2018		D(1)			29,981	(3)	02/07/2020	Common Stock, Par Value $.01	29,981	(3)	0	D
Employee Stock Options (Right to Buy)	$34.62	06/14/2018		D(1)			126,224	(3)	02/06/2021	Common Stock, Par Value $.01	126,224	(3)	0	D
Employee Stock Options (Right to Buy)	$35.93	06/14/2018		D(1)			98,347	(3)	02/14/2022	Common Stock, Par Value $.01	98,347	(3)	0	D
Employee Stock Options (Right to Buy)	$51.31	06/14/2018		D(1)			68,188	(3)	02/14/2023	Common Stock, Par Value $.01	68,188	(3)	0	D
Employee Stock Options (Right to Buy)	$62.6	06/14/2018		D(1)			55,234	(3)	02/14/2024	Common Stock, Par Value $.01	55,234	(3)	0	D
Employee Stock Options (Right to Buy)	$62.26	06/14/2018		D(1)			83,607	(3)	02/14/2026	Common Stock, Par Value $.01	83,607	(3)	0	D
Employee Stock Options (Right to Buy)	$83.87	06/14/2018		D(1)			55,677	(3)	02/14/2025	Common Stock, Par Value $.01	55,677	(3)	0	D
Restricted Stock Units	(4)	06/14/2018		D(1)			81,702	06/14/2018	06/14/2018	Common Stock, Par Value $.01	81,702	(5)	0	D
Performance Stock Units	(6)	06/14/2018		A(1)		34,786(7)		06/14/2018	06/14/2018	Common Stock, Par Value $.01	34,786	$0	34,786	D
Performance Stock Units	(8)	06/14/2018		D(1)			34,786	06/14/2018	06/14/2018	Common Stock, Par Value $.01	34,786	(8)	0	D

Explanation of Responses:

1. On June 14, 2018, AT&T Inc., a Delaware corporation ("AT&T"), acquired Time Warner Inc. (the "Company") pursuant to that certain Agreement and Plan of Merger, dated October 22, 2016, by and among the Company, AT&T, West Merger Sub, Inc., a wholly owned subsidiary of AT&T, and West Merger Sub II, LLC, a wholly owned subsidiary of AT&T (the "Merger Agreement"). The acquisition is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 9, 2017. In accordance with the terms of the Merger Agreement, each share of the Company's common stock was exchanged for 1.437 (the "Exchange Ratio") shares of AT&T common stock plus $53.75 in cash (together, the "Merger Consideration"). Each acquisition and disposition reported in this Form 4 is an exempt transaction.

2. The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of the Company's common stock acquired through the reinvestment of dividends paid on the shares of the Company's common stock held by the Savings Plan.

3. Pursuant to the Merger Agreement, each outstanding option to purchase the Company's common stock (a "Company Option"), whether vested or unvested, was converted into an option to acquire a number of shares of AT&T common stock equal to the number of shares of Company common stock under such Company Option, subject to the vesting and other terms in the applicable Company Option award agreement, except that the exercise price and the number of shares of AT&T common stock issuable upon exercise of such Company Option were adjusted based on the option exchange ratio determined under a formula in the Merger Agreement (which yields approximately 3.0757).

4. Each restricted stock unit represented a contingent right to receive one share of the Company's common stock.

5. Pursuant to the Merger Agreement, each outstanding restricted stock unit with respect to the Company's common stock (a "Company Employee RSU"), whether vested or unvested, was converted into (i) the right to receive a cash payment equal to $53.75 plus any Retained Distributions (as defined in the applicable Company Employee RSU award agreement) related to the applicable Company Employee RSU and (ii) restricted stock units with respect to 1.437 shares of AT&T common stock, which is equal to the Exchange Ratio (with any fractional AT&T restricted stock units resulting from the product of the Exchange Ratio and the number of Company Employee RSUs in an award converted into cash and treated as a Retained Distribution), in each case, subject to the vesting and payment terms in the applicable Company Employee RSU award agreement.

6. Each performance stock unit (a "Company PSU") represented a right to receive one share of the Company's common stock. Each Company PSU vested upon the closing of the acquisition.

7. On February 15, 2016, the Reporting Person was awarded 17,393 target Company PSUs subject to the achievement of applicable performance criteria. Effective on June 14, 2018, in accordance with the terms of the applicable Company PSU award agreement, in connection with the closing of the acquisition, the Compensation and Human Development Committee approved a payout of 200% of the target Company PSUs under the performance standards set in 2016, subject to the closing of the acquisition.

8. Pursuant to the Merger Agreement, each outstanding Company PSU, whether vested or unvested, was canceled in exchange for the Merger Consideration, plus any Retained Distributions (as defined in the applicable Company PSU award agreement) related to the applicable Company PSU.

	By: Brenda C. Karickhoff for Paul T. Cappuccio	06/18/2018
	** Signature of Reporting Person	Date
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